Agency Agreement

Exhibit 10.2

October 17, 2008

Hearst-Argyle Television, Inc.

300 West 57th Street, 39th Floor

New York, New York 10019

Ladies/Gentlemen:

This Amendment No. 3 (“Amendment 3”) amends the Agency Agreement dated April 2, 2008, as amended by Amendment No. 1 dated June 30, 2008 and Amendment No. 2 dated August 7, 2008 by and between Lifetime Entertainment Services (“LES”) and Hearst-Argyle Television, Inc. (“Hearst”) regarding negotiation with Comcast Cable Communications (“Comcast”) for the right to retransmit the signals of certain Hearst broadcast stations (the “Agreement”).  All capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Agreement.

Notwithstanding anything to the contrary contained in the Agreement, LES and Hearst agree that the term of any Will Carry Agreement, a/k/a